FxTrade CUSTOMER AGREEMENT OANDA Corporation, you (the or must agree to ...

fxTrade CUSTOMER AGREEMENT

IMPORTANT, PLEASE READ CAREFULLY: In order to open and operate an fxTrade account with OANDA Corporation, you (the "Customer" or "you") must agree to the terms and conditions of this Customer Agreement (the "Agreement"). Please read this Agreement in its entirety. If you agree to be bound by its terms and conditions, please accept the terms electronically via the registration page and continue on with the registration process.

In consideration of OANDA Corporation ("OANDA") carrying one or more Accounts on your behalf, and providing services related thereto, OANDA and you agree as follows:

1. Definitions. In this Agreement, the following terms will have the following meanings: (a) "Access Code" means your personal fxTrade email address and password which uniquely identifies you and your Account to OANDA and to the fxTrade System. (b) "Account" means your fxTrade account(s) with OANDA. (c) "Account Adjustment" means any debit or credit which OANDA makes to your Account, as a result of, without limitation, any Funding Activity, Realized Profits, Realized Losses, Service Charge, Financing Charge, Financing Credit, Inactivity Fee, or OANDA providing an Invalid Price quote. (d) "Base Currency" means the base currency of your Account in such currency (or currencies) as are accepted by OANDA from time-to-time. (e) "Business Day" means any day in which the retail banks are open for business in the State of New York. (f) "Close Out Order" means an Order closing out some or all of an Open Position. (g) "Commission Charges" means the commission charged to your Account, calculated in accordance with Section 9(e) and the Price Sheet. (h) "Core Pricing" means OANDA's optional commission based pricing model for Trades as further described in Section 9(e). (i) "Delivery" means the Customer's Settlement, incidental to one or more currency Trades, and pursuant to the Customer's obligations thereunder, of all or part of any Open Position by effecting and accepting payment at designated bank accounts of the full nominal amount of each relevant currency; provided, however, OANDA shall only be required to effect Delivery of certain specified currencies, as further described on OANDA's Web site. (j) "Exchange Rate" means the rate at which OANDA agrees to enter into a Trade with you. (k) "Financing Charge" means a charge to your Account, calculated in accordance with Section 4. (l) "Financing Credit" means a credit to your Account, calculated in accordance with Section 4. (m) "Force Majeure" means any failure, disruption or malfunction of fxTrade or related technological systems (other than the Customer's) or events outside of OANDA's control such as riot, war, labor action, terrorism, natural disaster, political events or legal/regulatory changes. (n) "Funding Activity" means either a deposit of funds to your Account (a "Deposit"), or a withdrawal of funds from your Account (a "Withdrawal"). (o) "fxTrade Practice" means OANDA's proprietary on-line foreign exchange trading simulation program. (p) "fxTrade" and "fxTrade System" mean OANDA's proprietary on-line foreign exchange trading system. (q) "Inactivity Fee" means a charge to your Account, calculated in accordance with Section 36. (r) "Instructions" means any written, oral or electronic instructions which you (or your authorized agent) provide to OANDA, and which OANDA receives and believes, on reasonable grounds, originated from you (or your authorized agent), including without limitation, instructions OANDA receives electronically through the fxTrade System, by telephone or from the email address registered to your Account, as may be permitted by OANDA from time to time pursuant to the terms of this Agreement. (s) "Invalid Price" means an erroneous or otherwise incorrect Exchange Rate. (t) "Margin Closeout" means the automatic closing of all your Open Positions by the fxTrade System, which occurs when the current equity in your Account does not meet the Margin Requirement, or for any other reason, at OANDA's discretion.

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(u) "Margin Requirement" means the amount of cash and/or other collateral which OANDA requires you to deposit or maintain in your Account, as a security deposit for any Open Positions you may have. The Margin Requirement may vary given: i) the number and size of, and the currency pairs traded in, the Open Positions in your Account; ii) the Unrealized Losses or Unrealized Profits on such Open Positions at any given time; and iii) OANDA's policies in place from time to time, as further described on OANDA's Web site at

(q) "Market Order" means an order to buy or sell a currency pair at the prevailing Exchange Rate.

(r) "Non-Cooperative Jurisdiction" means any non-U.S. country that has been designated as non-cooperative with international anti-money laundering principles or procedures by the Financial Action Task Force on Money Laundering.

(s) "Novation" means two simultaneous Trades constituting the execution of a Close Out Order of part or all of any Open Position for one Value Date, and the creation of a new and equivalent Open Position with a subsequent Value Date, most commonly the next following interbank market Value Date. Novation is sometimes referred to in the interbank market as a "spot next," "tom next" or "rollover" transaction.

(t) "OFAC" means the U.S. Office of Foreign Assets Control. (u) "Open Position" means the sum of all open Trades for a given currency pair. (v) "Order" means a Market Order or a Pending Order. (w) "Pending Order" means a contingent Order which will only be executed if and when the

Exchange Rate reaches or crosses a specified level, as the case may be, and may include a Stop Loss Order and/or a Take Profit Order. Please see OANDA's Web site for more detail. (x) "Price Sheet" means the then current OANDA Core Pricing + Commission Price Sheet as updated from time to time by OANDA and set forth on OANDA's Web site at . (y) "Prohibited Customer" means a person or entity:

i) whose name appears on the List of Specially Designated Nationals and Blocked Persons maintained by OFAC; or

ii) who resides in a Non-Cooperative Jurisdiction or in a Sanctioned Regime. (z) "Realized Loss" means the actual losses incurred, if any, from closing some or all of your

open Trades. (aa) "Realized Profit" means the actual profits earned, if any, from closing some or all of your

open Trades. (bb) "Sanctioned Regime" means those targeted foreign countries in respect of which OFAC

administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals. (cc) "Service Charge" means any incidental charge payable by you on your Account pursuant to OANDA's policies in place from time to time, including without limitation any banking charge, wire charge, charges relating to Delivery, and returned check fee. (dd) "Settlement" means means the fulfillment of the Customer's obligations with respect to an Open Position under the terms of one or more Trade contracts, by Delivery, Novation, or Close Out Order. (ee) "Spread" means the difference in price between the buy and sell price of a currency pair. (ff) "Stop Loss Order" means a Pending Order to close an open Trade, generally used in order to limit your losses, which Pending Order is executed only if the Exchange Rate reaches or crosses a specified level, as the case may be. (gg) "Take Profit Order" means a Pending Order to close an open Trade, generally used in order to lock in your profit, which Pending Order is executed only if the Exchange Rate reaches or crosses a specified level, as the case may be. (hh) "Trade" means an Order executed by OANDA, acting as counter-party. (ii) "Trailing Stop" means a Stop Loss Order that moves forward a specified amount of pips after a position has moved in your favor. (jj) "Transaction" means any Funding Activity, Order, or Trade. (kk) "Transaction History" means the online history of Transactions occurring on your Account, accessible to you via the fxTrade System.

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(ll) "Unrealized Losses" means, for your Open Positions, the losses, if any, you would incur if you were to close out all such Open Positions at the prevailing Exchange Rates.

(mm) "Unrealized Profits" means for your Open Positions, the profits, if any, you would earn if you were to close out all such Open Positions at the prevailing Exchange Rates.

(nn) "Value Date" is the required date of Settlement for any given currency pair, designated under the terms of a Trade contract. Spot Trade contracts ordinarily will carry Value Dates two interbank business days following the trade date (T+2) for the relevant currency pair, with certain exceptions. For further specific information regarding Value Dates and interbank business days for relevant money centers,

2. OANDA Services. Subject to: (i) the terms and conditions of this Agreement, (ii) OANDA's acceptance of your application to open an Account, and (iii) your acceptance of this Agreement and all other applicable documents as OANDA may require in its sole discretion, OANDA will: (a) Open one or more Accounts in your name in the Base Currency (or Base Currencies, as the case may be) specified by you; (b) Act as a counter-party for your Trades; and (c) Provide such other products and services as OANDA may, in its sole discretion, determine from time to time.

3. fxTrade Account. From time to time OANDA will, and you irrevocably authorize OANDA to: (a) Credit your Account for all permitted Deposits, Realized Profits and Financing Credits; (b) Debit your Account for all permitted Withdrawals, Realized Losses, Financing Charges and Service Charges; and (c) Make any other Account Adjustments as OANDA may deem necessary in its sole discretion.

You acknowledge and agree that unless otherwise agreed in writing by you and OANDA, any assets in your Account shall be held in an account or accounts maintained by, and in the name of, OANDA and at the financial institution or institutions of OANDA's choice and that the assets in your Account shall be commingled with the assets of other customers of OANDA. You acknowledge that OANDA may, in its sole discretion, limit the number of Accounts that you may hold, maintain or acquire.

4. Financing Charges and Financing Credits. Rates used for calculating Financing Charges and Financing Credits are variable and are set by OANDA in its sole discretion. All such Financing Charges and Financing Credits shall be calculated at such rates, and credited or charged, as the case may be, in such manner as OANDA shall publish from time to time on OANDA's Web site.

5. Margin Requirement. You agree to deposit and maintain in your Account sufficient funds to meet OANDA's Margin Requirement. You acknowledge that not having sufficient funds to meet OANDA's Margin Requirement could result in a Margin Closeout. You agree to monitor the funds in your account and ensure there are sufficient funds to meet OANDA's Margin Requirement. Nothing in this Agreement shall be taken to mean that OANDA is required to provide you with time to respond prior to a Margin Closeout when in its sole discretion OANDA deems it necessary to take immediate action. In the event of a Margin Closeout OANDA may close all of your Open Positions.

6. Permitted Withdrawals. Provided that the balance of your Account is greater than the Margin Requirement, you may withdraw from your Account any amount up to the total amount of your Account in excess of the Margin Requirement. Except as otherwise permitted by OANDA in its sole discretion, amounts withdrawn from your Account will be paid to your bank account from which the funds were originally received and in the manner in which the funds were originally received. If you have sent funds to OANDA from more than one bank account, OANDA at its discretion, will pay any amounts withdrawn from your Account to one of the bank accounts from which such funds were received. OANDA reserves the right to require you to provide additional information, including but not limited to additional personal identification or bank confirmations, should you wish to change bank accounts or when the bank account from which the funds were originally received no longer exists.

7. Deposits and Withdrawals. You acknowledge that OANDA reserves the right, in its sole

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discretion, to refuse: (a) Deposits to your Account, including without limitation, Deposits made from third party sources; and (b) Withdrawals from your Account which are directed to third party recipients.

OANDA shall not be obligated to accept or act on any amendment to, or cancellation of any Deposit or Withdrawal transmitted to OANDA.

8. Access to fxTrade; Authentication of Transactions. (a) Your access to the fxTrade System shall be through the use of your Access Code. All electronic communications, transmissions, instructions, information, processes, data, orders or other communications received through the fxTrade System, or via email which OANDA reasonably believes originated from the email address registered to your Account, whether entered by you or another person, may be relied upon by OANDA as a valid and authentic communication from you and, where applicable, as authority to enter into Transactions with you. You acknowledge and agree that such electronic communication will be binding on you, shall constitute your electronic signature and will be given the same legal effect as a written and signed paper communication. You agree that such form of electronic communication is valid and you will not contest the validity of the electronic records or any paper or electronic copies of such electronic records, absent proof of altered data or tampering. (b) You agree to keep your Access Code confidential and not provide it to any third party without OANDA's express written approval. You agree to change the password associated with your Access Code frequently, and to use your best efforts to prevent unauthorized access to your Account and unauthorized Transactions. You agree not to alter, delete, disable or otherwise circumvent any Access Code or permit or assist any other party to do so in a manner not authorized by OANDA. You agree that you shall not leave the OANDA fxTrade System running unattended and acknowledge that you do so at your own risk. You agree to provide OANDA with immediate notice upon discovering or determining that your Access Code has been discovered or disclosed or that an unauthorized Transaction has occurred on your Account. You agree that OANDA will not be liable for any losses or damages you may suffer as a result of any such discovery or disclosure of your Access Code or as a result of any such unauthorized Transaction. OANDA reserves the right to suspend your access to fxTrade and suspend the services provided herein and change (or require you to change) your Access Code at any time.

9. Orders and Trades. OANDA will enter into Trades with you in accordance with the following: (a) Terms of Trades. The Customer acknowledges that all Trades are over-the-counter ("OTC") transactions conducted between the Customer and OANDA as counterparty on a principal-toprincipal basis, ordinarily for a spot Value Date. Once confirmed, each Trade is a contract between the Customer and OANDA, and creates important enforceable obligations. The Customer's contractual obligations include Settlement on the Value Date of each Trade. It is important to note that unless the Customer provide notice to OANDA of the Customer's election to effect Settlement of any un-netted Open Position for any given Value Date by Close Out Order or Novation, the Customer has an absolute obligation upon the Value Date to effect and accept Delivery of the full nominal amount of the currencies underlying such Open Position, and to inform OANDA of valid bank account instructions for Delivery, subject to qualification under OANDA's AML/KYC and other due diligence procedures. Should the Customer fail to do so, OANDA may elect, at its discretion, to enter a Close Out Order or effect a Novation on the Customer's behalf, or to make and/or accept Delivery on the Customer's behalf. (b) Exchange Rates. OANDA will make available to you, via the fxTrade System, the Exchange Rates at which OANDA is offering to enter into Trades with you. Each Exchange Rate is valid only on the exact date and at the exact time that such Exchange Rate is presented to you. You acknowledge that in a rapidly changing market the Exchange Rate presented to you on the fxTrade System may no longer remain in effect at the time your Order is executed at OANDA's fxTrade server, and you agree that any Trade resulting from the execution of such Order shall be at the Exchange Rate in effect at the time such Order is executed at OANDA's fxTrade server. OANDA makes no warranty, express or implied, that the Exchange Rates represent exchange rates available elsewhere in the

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market. (c) Order Execution. Subject to your Account meeting the Margin Requirement, OANDA will

use reasonable commercial efforts to execute any Order you submit to OANDA through the fxTrade System, in accordance with its terms, and at the prevailing Exchange Rate at the time such Order is received at OANDA's fxTrade server. OANDA will have no obligation to execute any Order (other than a Close Out Order), including but not limited to any Order which would cause your Account to fail to meet the Margin Requirement. (d) Trading Limits. OANDA reserves the right to establish and change trading or leverage limits in its sole discretion and with or without notice. Such limits may include, but are not limited to, limits to the size of any Trade, the size of any Open Positions in your Account, the total number of Open Positions in your Account(s), and the number of Trades permitted within a set period of time. OANDA reserves the right to refuse any Order which creates a new open Trade or increases an Open Position, in its sole discretion and with or without notice. (e) Spreads. Spreads may widen or narrow at any time at OANDA's discretion. You acknowledge that markets are not static and changes in such markets, news announcements, political events and periods of low liquidity, may result in widened Spreads. You acknowledge that Spreads may widen at any time and there is no limit to how wide the Spread may be. (f) Core Pricing. If you choose the Core Pricing option, OANDA will charge your account the Commission Charges, in addition to any other charges or fees as set forth in this Agreement. As long as Core Pricing is in effect on your account, the Commission Charges will be assessed on all Trades executed by you in your Account.

10. Market disruption or Regulatory Event. In the event of a market disruption, closure, or Force Majeure, OANDA may do one or more of the following: (a) halt access to fxTrade; (b) prevent you from making a Transaction, including closing any Open Positions; (c) refuse to accept any Order that has not been executed; or (d) close any Open Positions. Following any such event, when trading resumes, you acknowledge that Rates may differ significantly from those Rates that were available prior to the halt in trading and Pending Orders may not be executed at the specified price.

11. Additional Trading Rights and Restrictions. (a) Initiation and Confirmation of Transactions. Any Order you enter into fxTrade, and any Trade executed by OANDA under this Agreement shall be initiated electronically in accordance with Section 8, and various communications including the OANDA Web site in effect at the time of the initiation of any such Order or Trade as modified by any additional instructions or amendments then posted on the OANDA Web site. Once OANDA has received your Order or executed a Trade, it will display a confirmation electronically through fxTrade detailing the particulars of such Order or Trade. The failure by OANDA to provide such confirmation shall not prejudice or invalidate the terms of such Order or Trade. You agree that it is your responsibility to review the various OANDA communications and any trading instructions on the OANDA Web site prior to submitting your first Order to fxTrade, and to regularly review the foregoing for amendments. You acknowledge that OANDA may, in its sole discretion, make changes to any trading instructions on the OANDA Web site and that such changes will be binding upon you. (b) Transactions Made by Telephone. Notwithstanding the provisions of Section 11(a), OANDA may, in its sole discretion, accept Transactions made by telephone. Where OANDA accepts a Transaction made by telephone, OANDA will confirm such Transaction by delivering a confirmation message to the email address registered on your Account. OANDA will have no obligation to accept any Transaction made by telephone, regardless of whether or not OANDA accepted similar Transactions made by telephone in the past. (c) Right of OANDA to Initiate Close Out Orders. OANDA may, without notice to you, unilaterally initiate and execute one or more Close Out Orders for some or all of your Open Positions, in the event that the value of the assets in your Account is determined by fxTrade to be less than the Margin Requirement or for any other reason in OANDA's sole

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